Common use of Financial Statements and Related Matters Clause in Contracts

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(a) are the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheet of the Company as of June 30, 2024 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related statement of profit and loss and statement of cash flows for the six-month period then ended, and (ii) the unaudited balance sheet of the Company of the Company as of December 31, 2023 and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects), (C) presents fairly in all material respects the financial condition of the Company as of the respective dates thereof and the operating results of the Company for the periods covered thereby and (D) does not reflect any transactions which are not bona fide transactions. (b) Except as set forth on Schedule 3.4(b), the Company has no liabilities (contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into in the Ordinary Course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach), (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory of the Company is subject to any consignment, bailment, warehousing or similar Contract. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor of the Company who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any claim or allegation regarding any of the foregoing.

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(a) Included with the Seller Disclosure Letter are the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheet copies of the Company as Company's and its Subsidiaries': (a) unaudited consolidated balance sheets and statements of June 30, 2024 (the “Latest Balance Sheet” income and the date thereof, the “Latest Balance Sheet Date”), and the related statement of profit and loss and statement of cash flows for the sixfiscal years ended December 31, 1995, 1996 and 1997 and (b) the unaudited consolidated balance sheet as of November 30, 1998 (the "Latest Balance Sheet") and the related unaudited statements of income and cash flows for the eleven-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements") is accurate and (ii) complete to the unaudited balance sheet Knowledge of the Company of the Company as of December 31, 2023 or Seller and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent with the Company's and its Subsidiaries' books and records of the Company (which, in turn, are accurate and complete in all material respects), (C) presents fairly in all material respects to the financial condition Knowledge of the Company or Seller). The Financial Statements present, fairly the Company's and its Subsidiaries' financial condition, results of operations and cash flows as of the respective dates thereof times and the operating results of the Company for the periods covered thereby referred to therein, and have been prepared in accordance with GAAP, consistently followed throughout the periods indicated (Dexcept as may be disclosed in the notes thereto), subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments for recurring accruals (which shall not be material individually or in the aggregate) does not reflect any transactions which are not bona fide transactions. (b) and to the absence of footnote disclosure. Except as set forth to the extent reflected on Schedule 3.4(b)the Latest Balance Sheet or in the Seller Disclosure Letter, the Company has no liabilities liabilities, commitments or obligations of any nature (whether absolute, accrued, contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into other than those incurred in the Ordinary Course ordinary course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach), (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after business consistent with past practice since the date of the Latest Balance Sheet in Sheet. To the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory Knowledge of the Company is subject to any consignmentor Seller, bailment, warehousing or similar Contract. (d) All the books and records of the notes Company and accounts receivable its Subsidiaries accurately and fairly reflect the transactions and dispositions of assets of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, Company and are not subject to any defenses, counterclaims or offsetsits Subsidiaries. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a Company's system of internal accounting controls which are designed is sufficient to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency reasonable assurances that transactions are executed in accordance with management's general or weakness in the system of internal accounting controls used by the Company except specific authorization and that transactions are recorded as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor of the Company who has or had a role in the necessary to permit preparation of financial statements or the internal in conformity with generally accepted accounting controls used by the Company or (iv) any claim or allegation regarding any of the foregoingprinciples and to maintain accountability for assets.

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(aSection 3.11(a) are of the following Disclosure Letter contains true, correct and complete copies of (i) audited consolidated financial statements of the Company and its Subsidiaries, as of and for the periods ended December 31, 2018 and December 31, 2019 (collectively, the “Annual Financial Statements”) and the related consolidated balance sheets, statements of income, statements of retained earnings and other comprehensive income, and statements of cash flows, and (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries at and for the nine-month period ended September 30, 2020 (the “Balance Sheet Date”) (the “Interim Financial Statements”) and the related consolidated balance sheet and statement of income (the Annual Financial Statements and the Interim Financial Statements, collectively, the “Financial Statements”): (i) the unaudited balance sheet of the Company as of June 30, 2024 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related statement of profit and loss and statement of cash flows for the six-month period then ended, and (ii) the unaudited balance sheet of the Company of the Company as of December 31, 2023 and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each The Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was Statements have been prepared in accordance with GAAP applied on a consistent basis throughout and all applicable rules and regulations as modified by the Historical Accounting Practices, and, in the case of the Interim Financial Statements, subject to normal year-end adjustments and the absence of notes. The Financial Statements accurately and fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated, (B) is indicated therein and are consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respectsexcept as expressly noted therein), (C) presents fairly in all material respects the financial condition of the Company as of the respective dates thereof and the operating results of the Company for the periods covered thereby and (D) does not reflect any transactions which are not bona fide transactions. (b) Except as set forth on Schedule 3.4(b), the The Company has no liabilities (contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: its Subsidiaries (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into in the Ordinary Course of Business make and keep books, records and accounts, which, because in reasonable detail, accurately and fairly reflect, in all material respects, the transactions and dispositions of assets of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none Company and any of which involves non-performance or a breach), its Subsidiaries and (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory of the Company is subject to any consignment, bailment, warehousing or similar Contract. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to maintain a system of internal accounting controls which are designed sufficient, in all material respects, to provide assurance regarding reasonable assurances (A) all transactions are executed in accordance with management’s general or specific authorization and (B) access to the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor property and assets of the Company who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any claim or allegation regarding and any of the foregoingits Subsidiaries is permitted only in accordance with management’s general or specific authorization.

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(a) are the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheet of the Company as of June 30, 2024 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related statement of profit and loss and statement of cash flows for the six-month period then ended, and (ii) the unaudited balance sheet of the Company of the Company as of December 31, 2023 and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects), (C) presents fairly in all material respects the financial condition of the Company as of the respective dates thereof and the operating results of the Company for the periods covered thereby and (D) does not reflect any transactions which are not bona fide transactions. (b) Except as set forth on Schedule 3.4(b), the Company has no liabilities (contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into in the Ordinary Course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach), (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of 8 FH12251261.5 Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory of the Company is subject to any consignment, bailment, warehousing or similar Contract. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor of the Company who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any claim or allegation regarding any of the foregoing.

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(a2.06(a) are the following financial statements (collectively, the “Financial Statements”): sets forth correct and complete copies of (i) the unaudited balance sheet of the Company as of June 30, 2024 2014 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related unaudited statement of profit and loss and statement income of cash flows the Company for the six-month period six months then ended, ended (the “Interim Financial Statements”) and (ii) the unaudited balance sheet of the Company sheets of the Company as of December 31, 2023 2012 and as of December 31, 2013 and the related unaudited statement of income of the Company for the fiscal years ended December 31, 2012 and December 31, 2022 and 2013 (the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each “Annual Financial Statement: (A) is trueStatements” and, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent together with the books and records of Interim Financial Statements, the Company (which, “Financial Statements”). Except as set forth in turn, are accurate and complete in all material respectsthe footnotes to the Financial Statements or on Schedule 2.06(a), (C) presents the Financial Statements present fairly and accurately in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and the operating results of the Company for the periods covered thereby referred to therein, in each case, in accordance with GAAP, subject to the next sentence. Notwithstanding the foregoing, the Financial Statements do not contain all of the footnote disclosure required by GAAP, and (D) does not reflect the Interim Financial Statements are subject to normal year-end and interim adjustments. The Company has no audited financial statements for the fiscal years ended December 31, 2011, 2012 or 2013 or any transactions which are not bona fide transactionsother period after December 31, 2010. The Company has no statements of cash flow for any of the periods referred to above. (b) Except as set forth The Company does not have any material liability of a nature that would be required by GAAP to be reflected on Schedule 3.4(b), a balance sheet of the Company has no liabilities (contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilitiesCompany, except for: for liabilities (i) performance obligations under Contracts described reflected in, reserved or accrued against or otherwise disclosed in or on Schedule 3.9(a) (or under Contracts entered into in the Ordinary Course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach)Interim Financial Statements, (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after incurred since the date of the Latest Balance Sheet in the Ordinary Course ordinary course of Business business consistent with past practice and not more than $100,000 in excess of those set forth in the Interim Financial Statements, (none of which is a liability for breach of Contract iii) otherwise disclosed in this Agreement or involves a tortany Schedule hereto, infringement, claim, lawsuit, warranty or environmental, health or safety matter(iv) set forth on Schedule 2.06(b). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory of the Company is subject to any consignment, bailment, warehousing or similar Contract. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except Except as set forth on Schedule 3.4(e2.06(c), (ii) any fraud by none of the Seller, any of the Company’s, managers, directors, officers, employees Seller’s Affiliates or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee officer or independent contractor director of the Company who has or had a role in the preparation of financial statements Seller or the internal accounting controls Company or any of their respective Affiliates is party to any Contract with the Company or has any material interest in any property used by the Company or (iv) any claim or allegation regarding any of the foregoingCompany.

Financial Statements and Related Matters. (a) Attached as Schedule 3.4(aSection 3.04(a) are of the Company Disclosure Letter sets forth true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): ): (i) the unaudited audited balance sheet of AceCo Precision Manufacturing, LLC as of December 31, 2019, and the related audited statements of income and member’s equity and cash flows for the three-month period ended December 31, 2019; (ii) the audited consolidated balance sheet of TCFII NxEdge LLC and its subsidiaries as of December 31, 2019, and the related audited statements of income and member’s equity and cash flows for the fiscal year then ended; (iii) the audited consolidated balance sheet of the Company Entities as of June each of December 31, 2020, and the related audited consolidated statements of income and owners’ equity and cash flows for the fiscal year then ended; and (iv) the unaudited consolidated balance sheet of the Company Entities as of September 30, 2024 2021 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related statement unaudited consolidated statements of profit and loss and statement of cash flows income for the sixnine-month period then ended, and (ii) the unaudited balance sheet . Each of the Company of Financial Statements (including the Company as of December 31notes thereto, 2023 if any) has been prepared from and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent with the books and records of the Company (whichEntities, in turn, are accurate and complete in all material respects), (C) presents fairly in all material respects the financial condition and results of operations and cash flows of the Company Entities on a consolidated basis as of the respective dates thereof and the operating results of the Company for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (D) does not reflect any transactions subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, to normal year-end adjustments for recurring accruals (none of which are not bona fide transactionsadjustments would be material, individually or in the aggregate, to the Company Entities taken as a whole)). (b) Except as set forth on Schedule 3.4(b), The inventory of the Company has no liabilities (contingent or otherwise) and there Entities shown on the Latest Balance Sheet, net of the reserves applicable thereto as shown on the Latest Balance Sheet, is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into of a quantity and quality maintained by the Company Entities in the Ordinary Course ordinary course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach)business, (ii) liabilities reflected adequate for the Company Entities to conduct their businesses as currently conducted, (and adequately iii) not damaged except as specifically reserved for) for on the face of the Latest Balance Sheet and (iiiiv) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter)not obsolete. (c) The inventories accounts receivable that are reflected on the Latest Balance Sheet (collectively, the “Accounts Receivable”) are recorded in accordance with GAAP and raw materials of represent or will represent (i) valid obligations arising from sales actually made or services actually performed by the Company, including those reflected Company Entities in the Financial Statements, are ordinary course of a quantity business and quality usable and saleable (ii) amounts due to the Company Entities with respect to arm’s length transactions entered into in the Ordinary Course ordinary course of Business within a reasonable period of time and without discount outside of business. There is no written claim or Action, or to the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory Knowledge of the Company is subject any threatened Action, relating to any consignment, bailment, warehousing the amount or similar Contractvalidity of such Accounts Receivable. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor of the Company who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any claim or allegation regarding any of the foregoing.

Financial Statements and Related Matters. (a) Attached as Included in Section 5.7 of the Disclosure Schedule 3.4(a) are the following financial statements (collectively, the “Financial Statements”): copies of (i) the unaudited balance sheet sheets of the Company as of June 30the last day of December in each of the years 1999 and 2000, 2024 inclusive (the “Latest Balance Sheet” and the date thereofsuch balance sheet as of December 31, 2000, the “Latest Balance Sheet Date”"MOST RECENT BALANCE SHEET"), and the related statement unaudited statements of profit income and loss and statement retained earnings, respectively, of cash flows the Company, for the six-month period then endedfiscal years ended on such dates (the "ANNUAL FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheet of the Company of the Company as of December 31February 28, 2023 and December 312001, 2022 and the related statement unaudited statements of profit income and loss and statement of cash flows for each retained earnings, respectively, of the 12Company, for the two-month periods then endedperiod ended on such date. The Annual Financial Statements are in the same form as audited financial statements, subject only to completion of an audit opinion. Each Financial Statement: (A) of such financial statements is true, accurate true and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, correct and was has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated, (B) is consistent with prior periods (except that the books financial statements do not contain footnotes and records other presentation items that may be required by generally accepted accounting principles); each of the Company (which, in turn, are accurate and complete in all material respects), (C) such balance sheets accurately presents fairly in all material respects the financial condition of the Company as of its respective date; and each of such statements of income and retained earnings and cash flows, respectively, accurately presents the respective dates thereof results of operations and retained earnings, or cash flows, as the operating results case may be, of the Company for the periods period covered thereby thereby; in each case, subject, with respect to the unaudited financial statements referred to in clause (ii) of this section, to the absence of footnote disclosure and (D) does to normal, recurring end-of-period adjustments, the effect of which, both individually and in the aggregate, will not reflect any transactions which are not bona fide transactionsbe material. (b) Except as set forth All accounts and notes receivable reflected on Schedule 3.4(b)the Most Recent Balance Sheet, and all accounts and notes receivable arising subsequent to the date of the Most Recent Balance Sheet, have arisen in the ordinary course of business, represent valid obligations owing to the Company has no liabilities (contingent and have been collected or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into are collectible in the Ordinary Course of Business whichaggregate recorded amounts thereof in accordance with their terms, because net of the dollar thresholds set forth in Section 3.9(a), are not required reserve for uncollected accounts to be described on Schedule 3.9(a), none of which involves non-performance or a breach), (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Closing Date Pro Forma Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter)Sheet. (c) The inventories inventory and raw materials supplies of the Company, including those reflected Company are adequate for present needs and are in the Financial Statements, are of a quantity and quality usable and saleable condition in the Ordinary Course ordinary course of Business within a reasonable period of time and without discount outside of business, subject only to appropriate reserves for obsolescence to be reflected on the Ordinary Course of Business, are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. None of the inventory of the Company is subject to any consignment, bailment, warehousing or similar ContractClosing Date Pro Forma Balance Sheet. (d) All of the notes and accounts receivable of the Company, including those reflected in the Financial Statements, arose from the bona fide sales of goods or services in the Ordinary Course of Business to Persons that are not Insiders, and are not subject to any defenses, counterclaims or offsets. The Company has not received any notice indicating that any account debtor does not intend to pay any notes or accounts receivable. (e) The Company has established and adhered to a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting. There has never been (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company except as set forth on Schedule 3.4(e), (ii) any fraud by any of the Company’s, managers, directors, officers, employees or independent contractors, (iii) any wrongdoing that involves any manager, director, officer, employee or independent contractor of the Company who has or had a role in the preparation of financial statements or the internal accounting controls used by the Company or (iv) any claim or allegation regarding any of the foregoing.